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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO "IMPORTANT INFORMATION" AT THE END OF THE PRESS RELEASE.
STOCKHOLM, June 9, 2022 /PRNewswire/ -- Mentice AB ("Mentice" or the "Company") hereby announces intention to carry out a directed new issue of shares of approximately SEK 60 million directed to Swedish and international institutional investors (the "Directed New Share Issue"). The Directed New Share Issue will be carried out to, among other things, finance the acquisition of all assets relating to the software solution Ankyras from the Spanish company Galgo Medical S.L. (the "Acquisition") which the Company announced today in a separate press release. Mentice has engaged Pareto Securities AB ("Pareto Securities") as Sole Manager and Bookrunner to investigate the conditions for the Directed New Share Issue through an accelerated bookbuilding procedure.
The Directed New Share Issue
The subscription price and allocation of shares in the Directed New Share Issue will be determined through an accelerated bookbuilding procedure, which will commence immediately after publication of this press release and is expected to end before trading starts on Nasdaq First North Premier Growth Market on 10 June 2022. The total number of shares issued, the subscription price and allotment in the Directed New Share Issue will be determined by Mentice in consultation with Pareto Securities.
The Company will inform about the outcome of the Directed New Share Issue in a press release when the bookbuilding procedure has been completed. The bookbuilding procedure can, if the Company or Pareto Securities chooses to do so, end earlier or later and can at any time be cancelled, thus the Company can, in part or in full, refrain from executing the Directed New Share Issue. As the subscription price in the Directed New Share Issue will be determined in the bookbuilding procedure, it is the board of directors' assessment that the subscription price is determined in accordance with market conditions.
The Directed New Share Issue is intended to be carried out based on the authorisation granted by the annual general meeting held on 27 April 2022.
The net proceeds from the Directed New Share Issue will be dedicated towards the financing of the Acquisition, activities to further develop the strategic partnerships with Siemens Healthineers and Philips, and potentially additional resellers within the Diagnostic Imaging and Angiography area, transaction-related costs as well as for general corporate purposes to support growth opportunities. The purchase price for the Acquisition amounts to approx. EUR 1.80m (approx. SEK 18.78m) with a potential earn-out of approx. EUR 0.975m (approx. SEK 10.17m1), and with a total purchase price of EUR 2.775m (approx. SEK 28.95m1) to be paid in cash.
The Directed New Share Issue is intended to be carried out as a directed share issue with deviation from the shareholders' preferential rights since the board of directors has assessed that the need for additional capital is limited to such an extent that the costs for a preferential rights issue would be high in proportion to the capital raised. Furthermore, the delay from conducting a preferential rights issue could lead to loss of the Acquisition and other acquisition and investment opportunities for the Company. The board of directors has in the choice of type of share issue considered it positive that Mentice's shareholder base, through the Directed New Share Issue, is further diversified among Swedish and international institutional, and other qualified, investors.
After careful consideration, the board of directors' overall assessment is therefore that the reasons for conducting the Directed New Share Issue outweighs the reasons for the principal rule to issue shares to shareholders with preferential rights, and that a share issue with deviation from the shareholders' preferential rights therefore lies in the interest of the Company and all of its shareholders. For additional information regarding the financing of the Acquisition, see the separate press release with the title "Mentice AB intends to acquire all assets related to the software solution Ankyras from the Spanish corporation Galgo Medical S.L." which was made public today.
In connection with the Directed New Share Issue, the Company has undertaken, subject to customary exceptions, not to issue additional shares for a period of 6 months after the announcement of the outcome of the Directed New Share Issue. Shareholding board members and shareholding senior executives have undertaken, subject to customary exceptions, not to sell any shares in Mentice for a period of 90 calendar days after the announcement of the outcome of the Directed New Share Issue.
Pareto Securities AB acts as Sole Manager and Bookrunner and Setterwalls Advokatbyrå AB acts as legal counsel to the Company and Cirio Advokatbyrå AB acts as legal counsel to Pareto Securities in connection with the Directed New Share Issue.
For additional information, please contact:
Göran Malmberg, CEO, Mentice
M US: +1 (312) 860 5610
M Sweden: +46 70 309 22 22
Gunilla Andersson, CFO, Mentice
M: +46 70 213 71 38
Mentice is a global market leader and a company that offers high-tech solutions for simulation to the medical sector with a focus on the fast-growing market for endovascular treatment methods. The company's solutions assist specialists in the healthcare sector regarding development, management and continuous improvement of competence and technical skills in order to positively influence patient safety and quality in healthcare. Mentice solutions are scientifically validated and are specifically developed for specialists in the healthcare sector and for the medical technology industry. Neurovascular, cardiology and peripheral intervention are some of the specialty areas covered by the Company's solutions. Visit the Company's website for more information, www.mentice.com
The Company's shares trade on Nasdaq First North Premier Growth Market. The Company's Certified Adviser is FNCA Sweden AB, reachable via +46 8 52 80 03 99.
This information is such that Mentice AB is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact persons above, on June 9, 2022 at 17:32 CET.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved or reviewed by any regulatory authority in any jurisdiction. Mentice has not authorized any offer to the public of shares or rights in any Member State of the EEA and no prospectus has been or will be prepared in connection with the Directed New Share Issue. In any EEA Member State, this communication is only addressed to and is only directed to "qualified investors" in that Member State within the meaning of the Prospectus Regulation.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States, South Korea, Russia, Belarus or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed New Share Issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by Pareto Securities (the "Manager"). The Manager is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Directed New Share Issue or any other matter referred to herein.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed New Share Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq First North Premier Growth Market's rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Mentice have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in Mentice may decline and investors could lose all or part of their investment; the shares in Mentice offer no guaranteed income and no capital protection; and an investment in the shares in Mentice is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed New Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Manager will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Mentice.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Mentice and determining appropriate distribution channels.
 EUR/SEK = 10.4330
This disclosure contains information that Mentice AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 09-06-2022 18:29 CET.
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SOURCE Mentice AB